19.—(1) The Executive shall be responsible for, and make good to Railtrack, all costs, charges, damages and expenses not otherwise provided for in this Schedule which may be occasioned to or reasonably incurred by, Railtrack—
(a)by reason of the construction, maintenance or repair of the specified works or the failure thereof; or
(b)by reason of any act or omission of the Executive, or of any person in their employ, or of their contractors or others whilst engaged upon the construction or repair of the specified works;
and the Executive shall indemnify Railtrack from and against all claims and demands arising out of or in connection with the construction, maintenance or repair of the specified works or any such failure, act or omission as aforesaid, and the fact that any act or thing may have been done by Railtrack on behalf of the Executive under the provisions of this Order, or in accordance with plans approved by the engineer, or in accordance with any requirement of the engineer or under his supervision, shall not (if it was not attributable to the neglect or default of Railtrack or of any person in their employ, or of their contractors or agents) excuse the Executive from any liability under the provisions of this Schedule.
(2) Railtrack shall give to the Executive reasonable notice of any claim or demand mentioned in sub-paragraph (1) and no settlement or compromise thereof shall be made without the prior consent of the Executive.